Starlink AI Acquisition Corp

Under the Business Combination Agreement, Spider Digital is valued at $250,000,000. At the First Merger Effective Time (as defined in the Business Combination Agreement), each ordinary share, par value $1.00 each, of Spider Digital (each a “Spider Digital Ordinary Share,” and collectively “Spider Digital Ordinary Shares”) issued and outstanding immediately prior thereto (other than treasury and dissenting shares) will be cancelled in exchange for the right to receive a number of newly issued PubCo Ordinary Shares equal to the Exchange Ratio, being the quotient of (i) $250,000,000 divided by $10.00, divided by (ii) the number of Spider Digital Ordinary Shares outstanding immediately prior to the First Merger Effective Time (as defined in the Business Combination Agreement) on a fully diluted and as-converted basis – resulting in an aggregate of 25,000,000 PubCo Ordinary Shares issuable to the shareholders of Spider Digital. At the Second Merger Effective Time (as defined in the Business Combination Agreement), (i) each outstanding OTAI unit immediately prior to the Second Merger Effective Time will separate into its component securities, consisting of one OTAI ordinary share, par value $0.0001 each (“OTAI Ordinary Share”), and one OTAI right, with each such right entitling the holder thereof to receive one-fourth (1/4) of one OTAI Ordinary Share (“OTAI Right”) in accordance with the terms of the applicable OTAI Unit (the “Unit Separation”), (ii) each outstanding OTAI Ordinary Share (including the OTAI Ordinary Shares held as a result of the Unit Separation and excluding redeemed, treasury and dissenting shares) will be cancelled in exchange for the right to receive one newly issued PubCo Ordinary Share, and (iii) every four OTAI rights will be cancelled in exchange for the right to receive one newly issued PubCo Ordinary Share (with fractional entitlements rounded down to the nearest whole PubCo Ordinary Share).